2. REVIEW OF BUSINESS AND OPERATIONS AND STATE OF YOUR COMPANY'S AFFAIRS

During the year your Company's total income on a consolidated basis increased to Rs49249 million up 24% year-on-year (y-o-y). Profit before tax increased to Rs 12240million up 45% y-o-y and Profit after tax before minority interest increased to Rs 8223million up 48% y-o-y.

The Company's financial services business is well diversi_ed consisting of NBFCbusiness which also includes the newly acquired micro finance business constituting 46%Housing Finance business constituting 18% Wealth Management business constituting 22%and capital markets and other businesses comprising of investment banking equity brokingand related income constituting 14% of the group's total income.

During the year the income from the NBFC business has increased by 14% y-o-y to Rs31651 million. This was driven by growth in the loan AUM by 14% from Rs 195 billion inFY16 to Rs 223 billion in FY17. The retail home loan business witnessed robust growth of55% and the home loan book grew to Rs 81924 million as of March 31 2017 as againstRs52843 million in the previous year. During the year income from the Wealth Managementbusiness witnessed significant growth of 83% y-o-y to reach Rs 10822 million and assetsunder advice distribution and management increased by 51% y-o-y to Rs1201 billion. TheCompany through its step down subsidiary i.e. IIFL Asset Management Limited manages overRs 86 billion of AIF Assets making it one of the largest AIF platforms in the country.Income from Capital Market and Investment Banking business increased by 3% y-o-y to Rs5672 million. Other income stood at Rs 124 million.

There is no change in the nature of business of the Company. There were no significantor material orders passed by regulators or courts or tribunals impacting the going concernstatus and Company's operations in future.

3. MACROECONOMIC OVERVIEW

India remains one of the fastest growing economies in the world. According to theCentral Statistical O_ce's (CSO) revised estimates India's GDP growth remained steady at7.1% in FY17 with the third quarter registering a growth rate of 7% y-o-y despite theeffects of demonetisation. Certain macroeconomic indicators like automobile sales exporttraffic and unemployment suggest that the economy is steadily recovering from the impactof demonetisation announced on 8th November 2016 with the RBI forecasting GDP growth at7.4% in FY18.

Consumer infiation moderated to 4.5% in FY17 versus 4.9% in FY16 (Ministry ofStatistics and Programme Implementation 2017) and is likely to remain below 5% in FY18.RBI cut policy rates by 50 bps through the course of FY17. Low commodity prices havehelped push current account deficit to less than 1% of GDP. The Central Government remainson the path of fiscal consolidation and is projected to reduce fiscal deficit to 3.2% ofGDP in FY18 from 3.5% in FY17. However state finances have been worsening and maintainingFRBM prescribed limits of fiscal deficit would be challenging due to UDAY scheme PayCommission implementation and the recent trend of farm loan waivers in some states.

Government continues to make efforts to revive investment cycle and is spending onbuilding physical infrastructure like road rails etc. Government has been able to revivemany stalled projects in the public sector; however private sector investments remainweak given low capacity utilization and leveraged balance sheets. The government continuedwith further liberalized FDI and FPI investments whereby placing most of the sectorsunder automatic route and very few sectors under approval route. Overall FDI inflows hadincreased to $ 60.08 billion during the year 2016-17. The government has furtherliberalized foreign investments and recently abolished the Foreign Investment PromotionBoard (FIPB). We are on the verge of one of the most important reform measures in thecountry  the transition to the Goods and Services Tax (GST) from 1st July 2017. TheGST will unify India into a single market thereby simplifying the compliance processbroadening the tax base and improving productivity. While there remains a possibility ofdisruption in the short run given the scale of change recent experience with thedemonetization exercise suggests that the disruption to economy from GST implementationif any is likely to be small and short lived. The long-term potential from GST isimmense.

4. DIVIDEND ON EQUITY SHARES

During the year 2016-17 Company declared and paid an interim dividend of Rs 4.50 perequity share (i.e. 225% of face value of Rs 2/- per share). This led to an outgo of Rs1429 million owing to dividend (excluding dividend distribution tax). The same isconsidered as final. The total dividend paid during the financial year 2015-16 was Rs4.25/- per share which includes a special dividend of Rs 1.25/- per equity share tocommemorate a decade of listing.

The dividend payout for the year under review is in accordance with the Company'spolicy to pay sustainable dividend linked to long-term growth objectives of the Companyto be met by internal cash accruals. The Board had approved the Dividend DistributionPolicy on January 25 2017 in line with the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015. The Policy is available on the Company's website athttps:// www. ii_.com/aboutus/policies.

During the year unclaimed dividend pertaining to F.Y. 2009-10 of Rs 602134 and Rs1176922 pertaining to Interim Dividend 1 and Interim Dividend 2 respectively wastransferred to the Investor Education & Protection Fund.

5. SCHEME OF ARRANGEMENTS

Demerger of 5paisa digital Undertaking

The Board of Directors of your Company at their meeting held on September 30 2016considered and approved the proposed demerger of 5Paisa Digital Undertaking' fromIIFL Holdings Limited ("IHL") into 5Paisa Capital Limited ("5PCL") a100% subsidiary of IHL engaged in distribution of financial services and broking asfollows:

a. The proposed demerger would be through a Scheme of Arrangement under section 230-232of the Companies Act 2013 between IHL and 5PCL and their respective shareholders. Postdemerger 5PCL will be listed on BSE Limited ("BSE") and National Stock Exchangeof India Limited ("NSE"). The appointed date of the demerger is October 01 2016and the Scheme shall be e_ective after _ling the order of the National Company lawTribunal ("NCLT") with the Registrar of Companies.

b. As per terms of the proposed scheme of Arrangement the consideration for thedemerger is by way of allotment of equity shares by 5PCL to the shareholders of IHL in theratio of 1 share of Rs 10 each of 5PCL for every 25 shares of IHL held by the shareholdersof IHL as per the share entitlement ratio issued by the Independent Chartered Accountanti.e.M/s. SSPA & Co. and fairness opinion provided by Category I Merchant Banker i.e.M/s. Keynote Corporate Services Limited.

c. The proposed arrangement does not involve any change in the capital structure ofIHL. The shareholding of 5PCL will be a mirror image of the shareholding of IHL as onrecord date to be determined after the approval of Scheme of Arrangement by NCLT.

The Company has received No objection from SEBI BSE and NSE on the draft Scheme ofArrangement. Pursuant to the order of NCLT and upon approval of the Shareholders of theCompany the Scheme will become effective.

Demerger of IIFL Real Estate Limited

The Board of Directors of IIFL Holdings Limited at its meeting held on January 25 2017considered and noted the proposed draft Scheme of Arrangement envisaging the demerger of

Real Estate Advisory services undertaking from IIFL Real Estate Limited (Formerly IIFLFacilities Services Limited and IIFL Realty Limited) ("IREL") awholly-owned-subsidiary of the Company into another wholly-owned-subsidiary i.e. IndiaInfoline Insurance Services Limited in terms of the provisions of Companies Act 2013.The above proposal does not envisage any change in the capital structure of IIFL HoldingsLimited or its interest in the aforesaid Subsidiaries. The appointed date of the proposedScheme of Arrangement is April 01 2017. The aforesaid scheme is subject to necessaryregulatory approvals including NCLT. IREL has since _led Scheme with NCLT and is awaitingfinal order.

Pursuant to the said demerger IREL's primary business and income will be from rentalsof commercial real estate assets owned by it. The proposed restructuring is to facilitateIREL as an eligible SPV for investments under the proposed IIFL REIT subject to therequired Board SEBI and other regulatory approvals.

Merger of IIFL Properties Private Limited

The Company's step down subsidiary under IIFL Real Estate Limited (Formerly IIFLFacilities Services Limited and IIFL Realty Limited) ("IREL") namely IIFLProperties Private Limited was holding a real estate property. NCLT vide its order datedMarch 30 2017 has approved and sanctioned the Scheme of Arrangement for the merger ofIIFL Properties Private Limited with IREL for consolidation of the same. The merger hasbeen effected w.e.f. April 01 2015.

CDC Group Plc UK ("CDC"] the United Kingdom's government-owned developmentfinance institution invested about Rs 10 billion in India Infoline Finance Ltd ("IIFLFinance") a Subsidiary of the Company by way of issuance of 4333409 CompulsorilyConvertible Preference share ("CCPS") and 100 Equity shares. Upon Conversion ofCCPS CDC shall hold a stake of 15.45% of the total outstanding equity share capital ofthe IIFL Finance on a fully diluted basis. CDC's investment will help IIFL Group inexpanding the _nancing business and address the capital needs of under-served segmentsthrough diversi_ed offerings.

ii. IIFL Wealth Finance Limited

IIFL Wealth Finance Limited ("IIFLW Finance") a non-deposit taking_systemically important Non-Banking Finance Company (NBFC-ND-SI) registered with theReserve Bank of India is a wholly owned subsidiary of IIFL Wealth Management Limited("IIFLW"). IIFLW Finance provides loan against securities wherein includescapital market _nancing promoter funding margin funding IPO _nancing and loan againstproperty to ultra-high net worth individuals and corporate clients of IIFLW. IIFLW hasinvested Rs 9000 million out of investments received from General Atlantic towards equityinto IIFLW Finance during the financial year 2015-16 and has further invested Rs 620million during the financial year 2016-17. IIFLW Finance commenced its lending business toHNI's and Corporates in February 2016 and has grown its business during the year with thetotal loan asset(s) as on March 31 2017 to Rs 36000 million. IIFLW Finance has issuednon-convertible debentures amounting toRs 22.46 billion and commercial papersamounting toRs 33.70 billion as on March 31 2017.

iii. Investment Banking

Fiscal 2017 has been a landmark year for investment banking. IIFL Holdings Limitedcompleted 21 transactions (the largest number of Investment Banking transactions executedby IIFL in its history in a single financial year) viz. IPOs QIPs NCD placements openo_ers private equity advisory and pre IPO placements. In all IIFL was involved incapital raising and advisory transactions of ~Rs 377 billion including 5 equity IPOs.

In fiscal 2017 IIFL completed a number of large transactions with marquee clients.IIFL was involved in the largest QIP of FY2016-2017 (Motherson Sumi Systems Limitedaggregating to Rs 19934 million) and 2017 YTD (Yes Bank Limited aggregating to Rs 49067million). IIFL was ranked #2 in terms of amount raised through QIPs in fiscal 2017. IIFLwas one of the book running lead managers in the Rs 60568 million IPO of ICICI PrudentialLife Insurance Company Limited the first IPO in the insurance sector and the largest IPOin 6 years. Additionally IIFL completed the Rs 100 billion public issue of NCDs of DewanHousing Finance Corporation Limited the largest public issue of NCDs by a private sectorcompany till date.

IIFL has a robust pipeline of investment banking transactions spanning across a numberof product categories which are in different stages of execution.

IIFL continues to diversify its product/service offerings and invest in peopleprocesses and technology. Our efforts and investments into this business are beginning topay off. Clients continue to value IIFL's focus and commitment and consider us as theirtrusted advisor.

iv. Samasta Microfinance Limited

During the March 2017 India Infoline Finance Limited ("IIFL Finance") asubsidiary of the Company has acquired control and management of Samasta MicrofinanceLimited ["Samasta"] a Non Banking Finance Company  Micro FinanceInstitution [NBFC-MFI] registered with RBI and based in Bangalore after obtaining allregulatory and other approvals. This acquisition is through purchase of equity shares fromits erstwhile shareholders as well as additional capital investment of Rs 50 Cr. in March2017 by IIFL. Upon the acquisition Samasta became a step down subsidiary of the Companywith its shareholding standing at 95.22% as on March 31 2017.

Samasta began operations as an MFI in March 2008 with an aim to provide financialservices to the financially weaker sections in the Southern and Western states of India.It operates in Tamil Nadu Karnataka Maharashtra and Goa through 70 branches.

Samasta's income from operations increased by around 66% to Rs 320 million during theyear ended March 31 2017.

The acquisition of Samasta will help IIFL in entering into the growing micro financesegment and extend its wide ranging financial services to their large customer base.

v. Other Financial Services

During the year ended March 31 2017 IIFL Wealth Finance Limited and India InfolineHousing Finance Limited the step down subsidiaries of the Company have obtained CorporateInsurance Agency license from IRDA for the distribution of insurance products.

During the financial year ended March 31 2017 IIFL Wealth Management Limited hasobtained membership of NSE and BSE and also become a depository participant of CDSL andNSDL for providing separate services to niche High Net-Worth Individuals and wealthmanagement clients. The Wealth Broking has commenced operations and migration of clientsunder this platform is under process.

vi. 5Paisa- Digital Undertaking

5Paisa Capital Ltd ("5PCL") is a Wholly Owned Subsidiary of IIFL HoldingsLtd. 5PCL is engaged in providing an online technology platform for trading in NationalStock Exchange of India Limited_and BSE Limited through web based trading terminal mobileapplication and a state-of-the-art Call and Trade Unit. 5PCL is also a SEBI approvedResearch analyst a Depository Participant with CDSL and registered with AMFI fordistribution of mutual funds. 5PCL provides a wide range of financial services to itscustomers including depository services distribution of mutual funds bonds anddebentures Equity and Mutual fund research etc through its technology based platforms.

5PCL invested in Online Marketing Branding and IT. Also it has developed RoboAdvisory an automated Mutual Fund advisory platform which has got a very good response.30% of 5PCL's mutual fund transactions are now happening through the Robo advisoryplatform. This year also saw 5PCL's new mobile application crossing 100 thousand downloadson Play store with a very good rating of 4.2.

The Board of Directors of IIFL Holdings Limited and 5paisa Capital Limited haveapproved the Scheme of Arrangement for demerger of 5paisa digital undertaking of IIFLHoldings Limited into 5paisa Capital Limited on September 30 2016. With a view to givinga segregated focus on the digital way of doing trading and distribution services which isemerging as a new segment and possesses the potential to grow exponentially in the comingyears especially with the spread of internet and mobile penetration 3G/4G data servicesacross the country under the DIY (do-it-yourself ) model. Further to SEBI NSE and BSEapprovals the scheme is pending for approval from NCLT. The appointed date of thedemerger is October 01 2016 and the Scheme shall be effective after _ling the order ofthe NCLT with the Registrar of Companies.

vii. Asset Management

During FY 2016-2017 the revenues of IIFL AMC grew by 30.3% to Rs 861.9 million andProfit After Tax growth was 148.26%.

The total assets managed by IIFL AMC under Mutual Fund AIF and Portfolio ManagementServices has increased to

Rs 86980 million as on March 31 2017 vis-s-vis Rs 55230 million as on March 312016. Under IIFL Mutual Fund Platform the assets under management have increased from Rs4924.6 million to Rs 6252.3 million. AIF assets saw a growth of 93.17% on a YoY basis tomore than Rs 73000 million as on March'17 end. Significant ramp-up was seen during theyear on the back of the following new diverse product launches:

During the year the Company took initiatives to diversify and strengthen itsdistribution. IIFL AMC got empaneled with several large banks and wealth management _rmsenabling IIFL AMC to significantly enhance it's reach and distribute it's products widely.The Company has also significantly strengthened its sales team and mid-office team inorder to service investors better.

viii. Corporate Social Responsibility

The Corporate Social Responsibility Committee has formulated and recommended to theBoard a Corporate Social Responsibility Policy (CSR Policy) indicating the activities tobe undertaken by the Company which has been approved by the Board. The CSR Policy may beaccessed on the Company's website at the link: https://www.ii_.com/aboutus/ii_-csr-policy.

The IIFL group has identified following focus areas for Corporate Social Responsibility("CSR") engagement through India Infoline Foundation a section 8 Company:

a. Girl child illiteracy eradication program for out of school and illiterate girls inRajasthan.

b. Improving the quality of education in Government schools through technologicalinterventions.

c. Financial Literacy and Financial Inclusion d. Preventive Health

During the financial year your Company deployed 2 % of its average net profits(computed as per the relevant provisions of Companies Act 2013) of the preceding threeyears on CSR projects. At the group level besides the Company nine subsidiary companiescame under the purview of the provisions for CSR for the year. During the fiscal year2016-17 the group made a total deployment of Rs 135.05 million into CSR activities.

IIFL's CSR has gained the necessary momentum and has implemented large scale projectswhich will have substantial sustainable long term impact. The capabilities systems andprocesses needed to take up big activities in an organised manner are also in place. Goingforward the Company will consolidate these projects to get a much bigger and widerimpact.

ix. Investor Conference/Events

IIFL's Enterprising India Global Investors' Conference

IIFL's Eighth Enterprising India Conference was held from the 21st to 23rd of February2017. 109 companies and 600+ investors participated in the event which also hosted 23specialist speakers. The participating companies had an aggregate market value of US$ 866bn and represented all major business sectors. The event happened against the backdrop oflocal and global economic uncertainty and the specialist speakers provided invaluableinsights on major developments in the economy including demonetization and GST. The wellattended conference suggested overall interest in India to be high among foreign investorsand expectations of the economy to recover well from the effects of demonetization to behigh.

The event was well timed to provide learned insights on the budget 2017 and the outlookfor the new financial year.

Express Addas

IIFL Private Wealth associated with The Indian Express to put together Express Adda aseries of freewheeling dialogues on contemporary issues with newsmakers in an informalsetting. The events were held in New Delhi and Mumbai.

PACT

Positive Action Changes Things 2016 included a series of client events held inLondon & Dubai and was attended by more than 250 clients collectively. Speakers suchasDr. Shashi Tharoor and leading fund managers from India addressed the audiencewhile stand-up comedian Vir Das tickled their funny bone.

Off The Cuff

Off The Cuff or OTC is a series of candid talk shows organised in collaboration withNDTV and was launched in January 2016 and held once a month. The event is hosted as anon-ground event anchored by eminent journalist Shekhar Gupta.

OTC has Shekhar Gupta in conversation with a distinguished guest in the presence of anotable invited audience. After the initial dialogue between the guest and the moderatorOTC is open to the audience to question and engage with the guest. The idea is to breakthrough the clutter and noise of existing debates on television and other platforms andbring out an engaging constructive discussion; while also keeping live audiences involvedthroughout. OTC is recorded and telecast on NDTV 24X7 and NDTV Prime at a later date inthe month.

Ramnath Goenka Lecture Series

The Ramnath Goenka Lecture in the spirit of the founder and the newspaper aims todeepen understanding of change inspire debate and enrich public discourse through thepower of ideas.

The lecture was launched by Dr Raghuram Rajan then Governor Reserve Bank of India.

x. Awards and Recognitions

The following awards were conferred in FY17: ET Best BFSI Brands Recognition

The prestigious Economic Times Awards for Corporate Excellence shortlisted IIFL in theEmerging Company of The Year Award category Golden Peacock Award for Corporate SocialResponsibility  2016 BSE Skoch_ Order of Merit Award_ for Innovative Deployment ofTechnology Within Investing Services Space ET NOW Dealing Room Heroes  10 IIFLEmployees_ Awarded_ for April  September and October  March period.

Finance Asia -- Deal of the Year for India Awards  for ICICI Prudential LifeInsurance's $912 million IPO Best Independent Wealth Management Team India at_CapitalFinance International Best Wealth Management Firm India at_ APAC Insider InvestmentAwards India Infoline Ltd received the NSDL Star Performer "Leader in Go GreenInitiative -1st Position" Award. This award was given to us in recognition of DPparticipant executing maximum no of digital transactions with NSDL

IIFL Foundation received Skoch Blue Economy Order of Merit Award. IIFL Foundation'sprojects were also adjudged as Top 100 projects in India Bureaucracy Today - CSRExcellence_Awards_to IIFL Foundation www.indiainfoline.com won the Best Website in Banking& Investment category from Website of the Year India 2016.

During the year under review the total share capital of the Company has increased fromRs 633073706/- toRs 635816386/- pursuant to allotment of 1371340 equityshares of Rs 2/- each under Employee Stock Option Scheme(s) of the Company to the eligibleemployees.

8. EMPLOYEES STOCK OPTION SCHEMES _ESOS_

During the year under review 749800 stock options under ESOS 2008 granted toemployees have lapsed and the same have been added back to the pool which can be used forfurther grant. Further there have been no stock options granted to the employees duringthe year under the Employee Stock Option Scheme(s).

The issue of equity shares pursuant to exercise of options does not affect theStatement of Profit and Loss of the Company as the exercise of options is made at themarket price prevailing a day before the grant plus taxes as applicable.

There is no material change in Employees' Stock Option Scheme during the year underreview and the Scheme is in line with the SEBI (Share Based Employee Benefits)Regulations 2014 ("SBEB Regulations"). The Company has received a certificatefrom the Auditors of the Company that the Scheme has been implemented in accordance withthe SBEB Regulations and the resolution passed by the members. The certificate would beplaced at the Annual General Meeting for inspection by members. The disclosures relatingto ESOPs required to be made under the provisions of the Companies Act 2013 and the rulesmade thereunder and the SEBI (Share Based Employee Benefits) Regulations 2014 areprovided on the website of the Company www.ii_.com and the same is available forinspection by the members at the Registered Office of the Company on all working daysexcept Saturdays and Sundays (including Public Holidays) during business hours up to thedate of the Meeting.

9. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Particulars of investments made loans given guarantees given and securities providedalong with the purpose for which the loan or guarantee or security was proposed to beutilized by the recipient are given in the standalone financial statement (please refer toNote 1016 & 28 to the standalone financial statement).

10. SUBSIDIARY COMPANIES

As on March 31 2017 the Company had 32 (Thirty Two) subsidiaries (including step downsubsidiaries)/Associates located in India and overseas. During the year India InfolineFinance Limited a subsidiary of the Company has acquired controlling stake in SamastaMicrofinance Limited- a Non Banking Finance Company - Micro Finance Institution [NBFC-MFI]registered with RBI and based in Bangalore. Ayusha Dairy Private Limited is a wholly-ownedsubsidiary of Samasta

Microfinance Limited. Further IIFL Wealth Management Ltd a subsidiary of the Companytransferred its shareholding (71%) in India Alternatives Investment Advisors PrivateLimited to its private shareholders.

As per the provisions of section 134 and 136 of the Companies Act 2013 read withapplicable Rules Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and applicable Accounting Standards the Board of Directors had at theirmeeting held on May 04 2017 approved the consolidated financials of all the subsidiariesof the Company along with the Company's financial statements. Copies of the Balance SheetProfit and Loss Account Report of the Board of Directors and Report of the Auditors ofeach of the subsidiary companies are not attached to the accounts of the Company for thefinancial year 2016-17. The Company will make these documents/details available uponrequest by any member of the Company. These documents/details will also be available forinspection by any member of the Company at its registered office and at the registeredoffices of the concerned subsidiaries i.e. except on Saturdays Sundays and PublicHolidays. The Annual Report of all the subsidiaries will be uploaded on the website of theCompany. As required by Companies Act 2013 SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and Accounting Standard - 21 (AS 21) issued by theInstitute of Chartered Accountants of India the Company's consolidated financialstatements included in this Annual Report incorporate the accounts of its subsidiariesassociates and joint ventures. A report on the performance and financial position of eachof the subsidiaries associates and joint ventures companies as per Companies Act 2013 isprovided in the prescribed Form AOC-I asAnnexure A of the Consolidated FinancialStatement and hence not repeated here for the sake of brevity.

Pursuant to regulation 16 and 24 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 India Infoline Finance Limited IIFL Wealth ManagementLimited and IIFL Wealth Finance Limited was the Material Subsidiary of the Company for thefinancial year 2016-17.

For the financial year 2017-18 the following are the Material Subsidiaries of theCompany:

1. India Infoline Finance Limited

2. IIFL Wealth Management Limited

3. IIFL Wealth Finance Limited

4. India Infoline Housing Finance Limited

The policy on determining the material subsidiary is available on the website of theCompany at www.ii_.com.

11. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report in terms of Regulation 34(2)

(f ) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015describing the initiatives taken by IIFL Group from an environmental social andgovernance perspective is attached as part of the Annual Report.

12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with Regulation 34 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis Report forms partof this report.

In accordance with Section 152 of the Companies Act 2013 ("Act") read withArticle 157 of the Articles of Association of the Company Mr. Nirmal Jain is liable toretire by rotation at the ensuing Annual General Meeting and being eligible has o_eredhimself for reappointment. The Board recommends the same for shareholders' approval.

b. Key Managerial Personnel:

Mr. Nirmal Jain - Chairman Mr. R. Venkataraman

- Managing Director Mr. Prabodh Agrawal - Chief Financial Officer and Mr. GajendraThakur - Company Secretary are the Key Managerial Personnel as per the provisions of theCompanies Act 2013 and rules made thereunder. None of the Key Managerial Personnel hasresigned or appointed during the year under review.

The Remuneration and other details of the Key Managerial Personnel for the year endedMarch 31 2017 are mentioned in the Extract to the Annual Return in Form MGT-9 which isattached as "Annexure II" and forms a part of this report of theDirectors.

14. MEETING OF DIRECTORS & COMMITTEE/BOARD EFFECTIVENESS

Meetings of the Board of Directors

The Board met 6 (Six) times during the year to discuss and approve various mattersincluding financials appointment of auditor declaration of dividend review of auditreports and other board businesses. For further details please refer to the report onCorporate Governance.

The Audit Committee comprises of Mr Nilesh Vikamsey Mr Kranti Sinha Ms Geeta Mathurand Mr R. Venkataraman. The role terms of reference and powers of the Audit Committee arein conformity with the requirements of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The Committee met during theyear under review and discussed on various matters including financials audit reports andappointment of auditors. During the period under review the Board of Directors of theCompany accepted all the recommendations of the Audit Committee.

The terms of reference of Audit Committee and otherdetails thereof has beenprovided in the CorporateGovernance Report.

Nomination and Remuneration Committee:

The Nomination and Remuneration Committee comprises of three Independent Directors withMr Kranti Sinha as the Chairman of the Committee Mr Nilesh Vikamsey and Mr A K Purwar asmembers of the Committee.

The role terms of reference and powers of the Nomination and Remuneration Committeeare in conformity with the requirements of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and the same has been providedin the Corporate Governance Report.

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a Nomination and Remuneration policy in compliance with the aforesaid provisionsfor selection and appointment of Directors KMP senior management personnel of thecompany. The said policy is stated in the Corporate Governance Report of the Company. Thedetails of Committee meeting are provided in the Corporate Governance Report.

Corporate Social Responsibility Committee:

As per the provision of Section 135 of the Companies Act 2013 the Company hasconstituted Corporate Social Responsibility (CSR) Committee comprises of Mr NileshVikamsey Mr Nirmal Jain and Mr R. Venkataraman. The Committee has approved CSR Policy ofthe Company. The group has set-up India Infoline Foundation (generally referred as"IIFL Foundation") a Section 8 Company under the Companies Act 2013 which willact as the principal arm to undertake CSR initiatives on behalf of the IIFL Group. Thedetails of CSR Committee meeting are provided in the Corporate Governance Report. Thepolicy on corporate social responsibility is available on the website www.ii_.com. TheAnnual Report on Corporate Social responsibility is attached as "Annexure I".

Stakeholders Relationship Committee:

In compliance with the provisions of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and Companies Act 2013 the Company has constituted aStakeholders Relationship Committee. The Committee comprises of Ms. Geeta MathurIndependent Director as the Chairperson Mr Nirmal Jain and Mr R. Venkataraman ExecutiveDirectors as the Members. The details of the Stakeholders Relationship Committee meetingare given in the Corporate Governance Report.

The role terms of reference of the Stakeholders Relationship Committee are inconformity with the requirements of the Companies Act 2013 and Regulation 20 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and the same has beenprovided in the Corporate Governance Report.

The Company received 17 complaints from investors under SEBI's SCORES portal. Allcomplaints were redressed to the satisfaction of the investors. No complaints were pendingeither at the beginning or at the end of the year.

Risk Management Committee:

In compliance with the provisions of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and Companies Act 2013 the Company has constituted aRisk Management Committee. The objective of the Committee is to oversee the riskmanagement governance structure de_ne and review the framework for identi_cationassessment monitoring mitigation and reporting of risks.

In compliance with the requirements of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has put in place a Familiarization Programmefor Independent Directors to familiarize them with the working of the Company theirroles rights and responsibilities vis--vis the Company the industry in which theCompany operates business model etc. Details of the Familiarization Programme areexplained in the Corporate Governance Report and are also available on the Company'swebsite at http://www.ii_.com.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and SEBI Circular noSEBI/CFD/CMD/CIR/P/2017/004 dated January 05 2017 the Board of Directors has carried outan annual performance evaluation of its own performance the committee and the Directorsindividually including Independent Directors based out of the criteria and frameworkadopted by the Board. The Board approved the evaluation results as collated by Nominationand Remuneration Committee ("NRC"). The evaluation process manner andperformance criteria for independent directors in which the evaluation has been carriedout by is explained in the Corporate Governance Report.

The Board considered and discussed the inputs received from the Directors. Also theIndependent Directors at their meeting held on March 17 2017 reviewed the following:Performance of Non-Independent Directors and the Board as a whole Performance of theChairperson of the Company Assessed the quality quantity and timeliness of flow ofinformation between the Company's management and the Board which is necessary for theBoard to effectively and reasonably perform their duties

The Independent Directors expressed their satisfaction with overall functioning andimplementations of their suggestions.

The evaluation process endorsed the Board Members' con_dence in the ethical standardsof the Company the cohesiveness that exists amongst the Board Members the two-way candidcommunication between the Board and the Management and the openness of the Management insharing strategic information to enable Board Members to discharge their responsibilities.

Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director undersection 149(7) of the Companies Act 2013 that he/she meets the criteria of independentlaid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

15. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act 2013 it ishereby con_rmed that: a) in the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures; b) the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of a_airs of the Company at the end of thefinancial year and of the profit of the Company for that period; c) the directors hadtaken proper and su_cient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; d) thedirectors had prepared the annual accounts on a going concern basis; e) the Directors hadlaid down internal financial controls to be followed by the Company and that such internalfinancial controls are adequate and are operating effectively; and f ) the Directors haddevised proper systems to ensure compliance with the provisions of all applicable laws andthat such systems are adequate and operating effectively.

16. RISK MANAGEMENT

Your Directors have in place Risk Management Committee to assist the Board in (a)overseeing and approving the company's enterprise wide risk management framework; and (b)overseeing that all the risks that the organisation faces such as strategic financialcredit market liquidity security property IT legal regulatory reputational andother risks have been identified and assessed. There is an adequate risk managementinfrastructure in place capable of addressing those risks.

The Company's management monitors and reports principal risks and uncertainties thatcan affect its ability to achieve its strategic objectives. The company's managementsystems organisational structures policy processes standards and code of conducttogether form the risk management governance system of the company.

The Company has in place a Risk Management Policy and introduced several processimprovements to internal controls systems and processes to drive a common integrated viewof risks and optimal and mitigation responses. This integration is enabled throughsuitable co-ordination across group wide Risk Management Internal Control and InternalAudit methodologies and processes.

17. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal controls with reference to financialstatements and operations and the same are operating effectively. The Internal Auditorstested the design and effectiveness of the key controls and no material weaknesses wereobserved in their examination. Further Statutory Auditors veri_ed the systems andprocesses and con_rmed that the Internal Financial Controls system over financialreporting are adequate and such controls are operating effectively.

18. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

The Company has put in place a policy for Related Party Transactions (RPT Policy)which has been approved by the Board of Directors. The policy provides for identi_cationof RPTs necessary approvals by the Audit Committee/Board/ Shareholders reporting anddisclosure requirements in compliance with Companies Act 2013 and provisions of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

All contracts executed by the Company during the financial year with related partieswere on arm's length basis and in the ordinary course of business. All such Related PartyTransactions were placed before the Audit Committee/Board for approval whereverapplicable.

During the year the Company has not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance withRegulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015and the policy of the Company on materiality of related party transactions. The policy fordetermining material' subsidiaries and the policy on materiality of Related PartyTransactions and dealing with Related Party Transactions as approved by the Board may beaccessed on the Company's website www.ii_.com. You may refer to Note no. 34 to thefinancial statement which contains related party disclosures. Since all related partytransactions entered into by the Company were on an arm's length basis and in the ordinarycourse of business and the Company had not entered into any material related partycontracts Form AOC-2 disclosure is not required to be provided.

19. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return of the Company in form MGT 9 is annexed herewith as

"Annexure - II".

20. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of this annual report.

21. SECRETARIAL AUDIT

The Board had appointed M/s. Nilesh Shah & Associates Practicing CompanySecretaries to conduct Secretarial Audit of the Company for the year 2016-17. The Auditorhad conducted the audit and their report thereon was placed before the Board. The reportof the Secretarial Auditor is annexed herewith as "Annexure - III". Thereare no quali_cations or observations in the Report.

The additional information on energy conservation technology absorption and foreignexchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act 2013read with Rule 8 of the Companies (Accounts) Rules 2014 is appended as "AnnexureIV" to and forms part of this Report.

23. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

In Compliance of the Companies Act 2013 and Regulation 22 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Company has adopted a Whistle BlowerPolicy and has established the necessary vigil mechanism for Directors Employees andStakeholders to report genuine concerns about unethical behaviour actual or suspectedfraud or violation of the Company's code of conduct or ethics policy. The Company hasdisclosed the policy at the website at https://www.ii_.com/aboutus/policies.

24. PREVENTION OF SEXUAL HARASSMENT

Your Company recognizes its responsibility and continues to provide a safe workingenvironment for women free from sexual harassment and discrimination. In Compliance withthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 the Company has put in place a Policy on prevention of Sexual Harassment of Women atworkplace.

Your Directors further state that the during the fiscal year 2016-17 there were nocomplaints received pursuant to the Sexual

Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. Thefollowing is reported pursuant to Section 22 of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013: a) Number of complaintsreceived in the year : Nil b) Number of complaints disposed o_ during the year : Nil c)Number of cases pending more than ninety days: Nil d) Number of workshops or awarenessprogramme against sexual harassment carried out: The Company has conducted an onlinetraining for creating awareness against the sexual harassment against the women at workplace. e) Nature of action taken by the employer or district officer: Not applicable

25. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided in "Annexure  V".

Further a statement showing the names and other particulars of employees drawingremuneration in excess of the limits as set out in the Rules 5(2) and 5(3) of theaforesaid Rules forms part of this report. However in terms of first proviso to Section136(1) of the Act the Annual Report and Accounts are being sent to the members and othersentitled thereto excluding the aforesaid information. The said information is availablefor inspection by the members at the Registered Office of the Company during businesshours on working days up to the date of the ensuing Annual General Meeting. If any memberis interested in obtaining a copy thereof such member may write to the Company Secretarywhereupon a copy would be sent.

26. STATUTORY AUDITORS

As per the provisions of Section 139 of the Companies Act 2013 M/s. Sharp & TannanAssociates Chartered Accountants Mumbai (Firm Registration Number: 109983W) willconclude their term as the Statutory Auditors from the close of the forthcoming AnnualGeneral Meeting of the Company.

The Board of Directors places on record its appreciation for the services rendered byM/s. Sharp & Tannan Associates as the Statutory Auditors of the Company.

Subject to the approval of the members the Board of Directors of the Company hasrecommended the appointment of M/s. Deloitte Haskins & Sells LLP CharteredAccountants (ICAI Firm Registration Number 117366W/W-100018) as the

Statutory Auditors of the Company pursuant to Section 139 of the Companies Act 2013.Members' attention is drawn to a Resolution proposing the appointment of Deloitte Haskins

& Sells LLP Chartered Accountants as Statutory Auditors of the Company which isincluded at Item No 03 of the Notice convening the Annual General Meeting.

27. REPORTING OF FRAUDS BY AUDITORS

During the year under review the Statutory Auditors and the Secretarial Auditor havenot reported any instances of frauds committed in the Company by its Officers or Employeesto the Audit Committee under section 143(12) of the Companies Act 2013 details of whichneeds to be mentioned in this Report.

28. RBI/FEMA COMPLIANCE

During the year the Reserve Bank of India vide its press release dated June 10 2016has noti_ed FII/ FPI investment limit in the paid up capital of IIFL Holdings Limited to80% under the Portfolio Investment Scheme.

Pursuant to RBI Master circular No. 15/2015-16 dated July 01 2015 the StatutoryAuditors of the Company has certi_ed compliances with regards to Regulations on downstreaminvestments and other FEMA provisions.

29. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI. The Company has alsoimplemented several best Corporate Governance practices as prevalent globally. The reporton Corporate Governance as stipulated under the SEBI(Listing Obligations and DisclosureRequirements) Regulations 2015 forms an integral part of this Report. The requisitecertificate from the Auditors of the Company con_rming compliance with the conditions ofCorporate Governance is attached to the report on Corporate Governance.

30. GENERAL

Your Directors state that during the financial year 2016-17:

1. The Company did not accept/renew any deposits within the meaning of Section 73 ofthe Companies Act 2013 and the rules made there under and as such no amount of principalor interest was outstanding as on the balance-sheet date.

2. The Company has not issued equity shares with differential rights as to dividendvoting or otherwise.

3. The Company has not issued any sweat equity shares during the year.

4. There are no significant and material orders passed against the Company by theRegulators or Courts or Tribunals which would impact the going concern status of theCompany and its future operations.

31. APPRECIATION

Your Directors place on record their sincere appreciation for the assistance andguidance provided by the government regulators stock exchanges other statutory bodiesand Company's bankers for the assistance cooperation and encouragement extended to theCompany.

Your Directors also gratefully acknowledge all stakeholders of the Company viz.customers members dealers vendors banks and other business partners for the excellentsupport received from them during the year. Our employees are instrumental in the Companyto scale new heights year after year. Their commitment and contribution is deeplyacknowledged. Your involvement as shareholders is also greatly valued. Your Directors lookforward to your continuing support.